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                                                                        Ex. 10.4

                       FIRST AMENDMENT TO CONTRACT OF SALE

         This First Amendment to Contract of Sale is made and entered into as of
the 3rd day of April, 2003, by and between FO SKI RESORTS, LLC ("FOSR"), a
Massachusetts limited liability company, and BRODIE MOUNTAIN SKI RESORTS, INC.
("BMR"), a Massachusetts business corporation (FOSR and BMR are herein referred
to collectively as "Seller"), and SILVERLEAF RESORTS, INC., a Texas corporation
("Purchaser").

                               W I T N E S S E T H

         WHEREAS, on December 24, 2002, Seller and Purchaser entered into that
certain Contract of Sale (the "Contract") pursuant to which Seller agreed to
sell and Purchaser agreed to purchase that certain tract of land containing
approximately 500 acres, more or less, located on Route 7 in New Ashford,
Berkshire County, Massachusetts, being more particularly described in the
Contract (the "Property"); and

         WHEREAS, Seller and Purchaser desire to modify the terms and conditions
of the Contract in certain respects;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt,
accuracy and sufficiency of which is hereby acknowledged, Seller and Purchaser
hereby agree as follows:

         1.       Notwithstanding anything to the contrary contained in the
Contract, Seller and Purchaser hereby agree that the date of expiration of the
Inspection Period (as defined and described in Article VI of the Contract) shall
be extended by ninety (90) days, and, accordingly, the Inspection Period will
now expire on July 22, 2003.

         2.       As consideration for the extension set forth herein, Purchaser
agrees that in the event of a termination of the Contract pursuant to Articles V
and VI therein, Purchase shall (a) assign and convey over to Seller all of
Purchaser's right, title and interest in and to any and all developmental
permits, licenses, approvals, Hydrogeology Study (as defined in Article VI of
the Contract) and ALTA surveys obtained or produced by Purchaser in conjunction
with the development of the project contemplated under the Contract, including,
but not limited to, any and all applications for same, and (b) provided Seller
with complete copies of all development products produced or obtained by
Purchaser in conjunction with the development of the project contemplated under
the Contract, including, but not limited to, title abstracts and reports, title
commitments, development plans, site plans, engineering studies and plans,
utility plans, soil tests, and environmental tests.

         3.       Seller and Purchaser further agree that at closing Seller will
assign to Purchaser all permits, easement rights, or any other such rights, to
the extent that Seller may hold same, which entitle Seller to maintain the two
billboard signs located on Route 7 which Seller currently is maintaining and, in
addition, will transfer the boards themselves to Seller.

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         4.       Seller and Purchaser further agree that the last sentence of
Article X, Paragraph (a) of the Contract is hereby deleted in its entirety and
replaced with the following:

                  "The deed shall contain a restriction prohibiting the
                  Purchaser, its successors or assigns, from owning and/or
                  permitting the operation on the Subject Property of a public
                  commercial downhill skiing and/or snowboarding facility;
                  provided that such restriction shall permit the Purchaser, its
                  successors or assigns, to own and/or operate (i) a private
                  downhill skiing and/or snowboarding facility of the Subject
                  Property for the sole use of Purchaser's timeshare members, or
                  (ii) a public commercial recreational facility offering
                  cross-country skiing, snowmobiling, snowshoeing, tubing, and

         Except as specifically set forth above, all terms and conditions of the
Contract shall remain in full force and effect. All capitalized terms not
otherwise defined herein shall have the meaning given to such terms in the
Contract.

                            [SIGNATURE PAGE FOLLOWS]

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         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

                                SELLER:

                                FO SKI RESORTS, LLC, a Massachusetts limited
                                liability company

                                By:      /S/ BRIAN H. FAIRBANK
                                         ---------------------------------------
                                         Brian H. Fairbank, Manager

                                BRODIE MOUNTAIN SKI RESORTS, INC., a
                                Massachusetts business corporation

                                By:      /S/ BRIAN H. FAIRBANK
                                         ---------------------------------------
                                         Brian H. Fairbank, Manager

                                PURCHASER:

                                SILVERLEAF RESORTS, INC., a Texas corporation

                                By:      /S/ ROBERT E. MEAD
                                         ---------------------------------------
                                Name:    Robert E. Mead
                                Its:     Chief Executive Officer

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